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EXHIBIT 5.5
MONTGOMERY & ANDREWS
PROFESSIONAL ASSOCIATION Post Office Box 2307
OF COUNSEL ATTORNEYS AND COUNSELORS AT LAW Santa Fe, New Mexico 87504-2307
William R. Federici
J.O. Seth (1883-1963)
A.K. Montgomery (1903-1987) January 12, 2004 www.montand.com
Frank Andrews (1914-1981)
Seth D. Montgomery (1937-1998)
Victor R. Ortega Andrew S. Montgomery
Gary Kilpatric Jennifer L. Weed VIA FEDERAL EXPRESS 325 Paseo de Peralta
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Thomas W. Olson Paul R. Owen AND ELECTRONIC MAIL Santa Fe, New Mexico 87501
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Walter J. Melendres Randy S. Bartell
John B. Draper Carolyn A. Wolf Telephone (505) 982-3873
Nancy M. King Jeffery L. Martin Fax (505) 982-4289
Sarah M. Singleton Emma Rodriguez Brittain
Stephen S. Hamilton Karen L. Brooks
Edmund H. Kendrick Germaine R. Chappelle
Louis W. Rose Jesse A. Boyd
OF COUNSEL
Earl Potter, P.A.
Ardent Health Services LLC
Ardent Health Service, Inc.
One Burton Hills Boulevard, Suite 250
Nashville, Tennessee 37215
Ladies and Gentlemen:
We refer to the Registration Statement on Form $-1 (File No. 333-110117) (the
"Registration Statement") filed by Ardent Health Services LLC, a Delaware
limited liability company (the "Parent"), Ardent Health Services, Inc., a
Delaware corporation (the "Issuer"), and the other subsidiaries of the Parent
named therein as guarantors (collectively, the "Subsidiary Guarantors") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of up to $225,000,000
principal amount of the Issuer's 10% Senior Subordinated Notes due 2013 (the
"Exchange Notes") to be issued in an exchange offer for $225,000,000 principal
amount of the Issuer's outstanding 10% Senior Subordinated Notes due 2013 (the
"Original Notes"). The Original Notes are, and the Exchange Notes will be,
guaranteed by the Parent and the Subsidiary Guarantors, including AHS
Albuquerque Holdings, LLC, AHS New Mexico Holdings, Inc., AHS Research and
Review, LLC, AHS S.E.D. Medical Laboratories, Inc., Mesilla Valley Mental Health
Associates, Inc., and Mesilla Valley General Partnership (collectively, the "New
Mexico Subsidiary Guarantors"). Original Notes that are accepted for exchange
for Exchange Notes will be cancelled and retired.
The Original Notes were and the Exchange Notes will be issued pursuant to an
Indenture dated as of August 19, 2003 (the "Indenture") among the Issuer, the
Parent, the Subsidiary Guarantors and U.S. Bank Trust National Association,
N.A., as trustee. The Original Notes were issued and sold on August 19, 2003 to
Banc of America Securities LLC, UBS Securities LLC, Banc One Capital Markets,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial
purchasers thereof (the "Initial Purchasers"), without registration under the
Securities Act, and were offered and sold by the Initial Purchasers to qualified
institutional buyers in reliance on Rule 144A under the Securities Act and in
transactions outside the United States in reliance on Regulation S under the
Securities Act.
Ardent Health Services LLC
Ardent Health Services, Inc.
January 12, 2004
Page 2
Except as otherwise expressly noted below, the opinions given herein are limited
to the laws of the United States of America and the regulatory, statutory, and
common laws of the State of New Mexico, and no opinion is expressed herein with
respect to the laws of any other jurisdiction or state, or with respect to the
effect of such laws on matters dealt with herein.
In rendering the opinions expressed below, we have examined and relied upon
copies of the Registration Statement, the Indenture and the Form of Notation of
Guarantee (the "Notation of Guarantee") under the indenture. We have also
examined originals, or copies of originals certified to our satisfaction, of
such agreements, documents, certificates and other statements of governmental
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to us for our
examination. Based on the foregoing and subject to the qualifications and
limitations set forth below, we are of the opinion that:
1. Each of the New Mexico Guarantors is duly incorporated or organized,
as applicable, and is validly existing and in good standing under the laws of
the State of New Mexico.
2. Each of the New Mexico Guarantors has full right, power and authority
to execute, deliver and perform its obligations under the Indenture and the
Notation of Guarantee.
3. The Indenture has been duly authorized, executed and delivered by each
New Mexico Subsidiary Guarantor and the Notation of Guarantee has been duly
authorized by each of the New Mexico Guarantors.
4. The execution and delivery of the Indenture, and the Notation of
Guarantees by the New Mexico Subsidiary Guarantors and the performances by the
New Mexico Subsidiary Guarantors of their obligations under the Indenture, and
the Notation of Guarantees, and consummation of the transactions contemplated
thereby do not and will not violate any applicable laws of the State of New
Mexico.
We are licensed to practice law in the State of New Mexico. The opinions
expressed herein are specifically limited to the federal laws of the United
State of America and the laws of the State of New Mexico.
Ardent Health Services LLC
Ardent Health Services, Inc.
January 12, 2004
Page 3
Ropes & Gray LLP may rely upon this opinion as if it were addressed to them.
We hereby consent to the filing of this opinion letter as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act or the related Rules promulgated by the
Securities and Exchange Commission.
Very truly yours,
MONTGOMERY & ANDREWS, P.A.
By: /s/ Paul R. Owen
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Paul R. Owen